HeidelbergCement AG raises stake in Mysore Cements to 54.89% Post Open Offer

Ambit Corporate Finance Pvt Ltd ("Manager to the Offer") on behalf of Cementrum I.B.V. ("Acquirer") and HeidelbergCement AG ("Person Acting in Concert" / "PAC") has issued this Post Offer Public Announcement to the equity shareholders of Mysore Cements Ltd ("Target Company"), which is in continuation of and should be read in conjunction with the original Public Announcement ("PA") dated July 21, 2006, the Revised Public Announcement published on August 18, 2006 ("Revised Public Announcement"), the Corrigendum to the Public Announcement published on September 05, 2006, the Second Corrigendum to the Public Announcement published on December 06, 2006, the Third Corrigendum to the Public Announcement published on December 16, 2006, and the Letter of Offer dated December 18, 2006. The terms used, but not defined in this Post Offer Announcement, will have the same meaning assigned to them in the other announcements referred above and the Letter of Offer. The details are as under:

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Item						Proposed in the		Actuals						
						Offer Document
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1. Offer price #				Rs 58 per share		Rs 58 per share
2. Shares acquired in the open Offer		35,000,000		6,837,453   
(No. & %)					(22.15%*)		(4.33%*)
3. Post offer Shareholding of Acquirer		114,900,000		86,737,453   
upon transfer of shares accepted		(72.72%*)		(54.89%*)   
under offer (No & %)
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* of the Post Issue Paid-Up Voting Equity Capital of the Target Company i.e. 158,009,765 equity shares.

# As disclosed in paragraph 7.1.4 of the Letter of offer, the Acquirer has preferred an appeal before the Hon'ble Securities Appellate Tribunal ("SAT") challenging SEBI’s direction to enhance the price offered by the Acquirer by Rs 14.50 per share. As per the interim order of SAT dated December 13, 2006, the Acquirer was permitted to go ahead with the Letter of Offer at the price which the Acquirer had fixed for the shares to be offered by the public shareholders provided that the differential amount arising out of the difference between the price offered by the Acquirer and price enhanced by SEBI i.e. the difference of Rs 14.50 per Share attributed by SEBI to the non-compete fees paid to the Sellers under the SSSPA divided by the number of shares sold by such Sellers shall be paid to all the shareholders whose Shares are acquired in response to the Offer in the event the Acquirer's challenge to the SEBI direction were to be unsuccessful. The Acquirer would also be liable to pay interest at the rate of 6% per annum from the date on which such enhanced amount became due and until the date of actual payment.

Source : Equity Bulls

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